UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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¨  Preliminary Proxy Statement

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Nobel Learning Communities, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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1615 West Chester Pike

Suite 200

West Chester, PA 19382-6223

Notice of Annual Meeting of Stockholders

To Be Held on Wednesday, November 4, 2009

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Nobel Learning Communities, Inc. (the “Company”) will be held on Wednesday, November 4, 2009, commencing at 9:00 a.m. local time, at the Company headquarters, 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223.

The 2009 Annual Meeting of Stockholders of the Company will be held for the following purposes:

1. To elect four Class I Directors to serve until the third Annual Meeting of Stockholders following their election, and until their successors have been duly elected and qualified, or until the director’s earlier death, resignation or removal;

2. To consider and ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 3, 2010; and

3. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only stockholders of record at the close of business on September 9, 2009 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

Information concerning the matters to be acted upon at the Annual Meeting is set forth in the accompanying Proxy Statement.

All stockholders are cordially invited to attend the Annual Meeting in person. However, to assure your representation at the Annual Meeting, we urge you to mark, sign and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the Annual Meeting may vote in person even if he or she returned a proxy.

Sincerely,

G. Lee Bohs,
Secretary

West Chester, Pennsylvania

September 16, 2009

NOBEL LEARNING COMMUNITIES, INC.

PROXY STATEMENT

Annual Meeting of Stockholders

November 4, 2009

SOLICITATION OF PROXIES, REVOCABILITY AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of Nobel Learning Communities, Inc., a Delaware corporation (the “Company”), for use at the Annual Meeting of Stockholders (the “Meeting”) to be held on November 4, 2009, commencing at 9:00 a.m. local time, at the Company headquarters, 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223. This Proxy Statement and the accompanying proxy card are being mailed to stockholders on or about September 21, 2009.

Outstanding Shares and Voting Rights

The Board of Directors of the Company (the “Board of Directors”) has set the close of business on September 9, 2009 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Meeting. On the Record Date, there were 10,497,409 outstanding shares of the Company’s Common Stock, par value $0.001 per share, (“Common Stock”). These securities constitute the only class of securities entitled to vote at the Meeting.

The holder of each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter to be considered.

Quorum and Voting

In order to conduct business at the Meeting, a quorum must be present. The presence at the Meeting, in person or by proxy, of the holders of shares representing a majority of the outstanding shares of the Common Stock is necessary to constitute a quorum for the transaction of business. The holders of the Common Stock will vote on all matters submitted to stockholders at the Meeting.

Required Vote for Directors

The four directors receiving the highest number of votes cast by stockholders entitled to vote will be elected to serve on the Company’s Board of Directors. Because directors are elected by a plurality of the votes cast, withholding authority to vote with respect to one or more nominees likely will have no effect on the outcome of the election, although such shares would be counted as present for purposes of determining the existence of a quorum.

Similarly, any “broker non-votes” (i.e., shares of Common Stock held by a broker or nominee which are represented at the Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) are not considered to be votes cast and therefore would have no effect on the outcome of the election of directors, although they would be counted as present for purposes of determining the existence of a quorum.

Required Vote for Other Proposals

All other matters that come before the Meeting require the approval of a majority of the votes represented by the shares of stock present and entitled to vote thereon. Therefore, abstentions as to particular proposals will have the same effect as votes against such proposals.

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Broker non-votes will be treated as shares not entitled to vote and will not be included in the calculation of the number of votes represented by shares present and entitled to vote.

Revocability of Proxies

Any person giving a proxy in the form accompanying this Proxy Statement has the power to revoke it at any time before its exercise. It may be revoked by filing with the Secretary or Assistant Secretary of the Company or by the presentation at the Meeting of an instrument of revocation or a duly executed proxy bearing a later date. It also may be revoked by attendance at the Meeting and the casting of a written ballot in person. Unless so revoked, the shares represented by proxies will be voted at the Meeting in accordance with instructions or, as to any matter as to which no instructions are given, for the election of the proposed nominees and proposals.

No Stockholder Proposals

The Company’s certificate of incorporation requires that any stockholder wishing to make a nomination for director or to initiate a proposal or other business at the Meeting must give the Company advance notice before August 24, 2009. In addition, such stockholder advance notice must meet certain other requirements set forth in the Company’s certificate of incorporation, bylaws and guidelines adopted by the Nominating and Corporate Governance Committee of the Board of Directors. The Company did not receive such required advance notice from any stockholder, whether before or after the deadline for such notice. As a result, only those matters detailed in this Proxy Statement will be considered at and voted upon at the Meeting. With respect to election of directors, proxies cannot be voted for any nominees not named in this Proxy Statement.

Solicitation

The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card, and any additional material which may be furnished to stockholders by the Company. Copies of the Company’s solicitation material will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in their names. The Company’s solicitation of proxies will be made by the use of the mails and through direct communication with certain stockholders or their representatives by officers, directors and employees of the Company, who will receive no additional compensation therefore. The Company has engaged StockTrans, Inc., the transfer agent for the Common Stock and Preferred Stock, to distribute materials to brokerage houses, banks, custodians and other nominee holders, but not to act as proxy solicitor. The Company will pay StockTrans, Inc. approximately $3,000 for these services.

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SECURITY OWNERSHIP

Common Stock

The following table sets forth certain information known to the Company regarding the beneficial ownership of the Common Stock as of September 9, 2009 by (1) each beneficial owner of more than 5% of the Common Stock; (2) each director and nominee for election as director; (3) each executive officer; and (4) all executive officers, directors and nominees of the Company as a group. The number of shares beneficially owned by each person is determined under the rules of the Securities and Exchange Commission (the “SEC”) and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, a person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after the date on which the determination of beneficial ownership is made. Unless otherwise indicated, the address for each of the stockholders listed below is c/o Nobel Learning Communities, Inc., 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223.

Beneficial Owner (1)	Beneficial Number of Shares	Ownership Percent of Total (2)
Michael R. Milken (3)	3,857,171	36.7	%
Camden Partners Strategic II, LLC (4)	1,768,213	16.8	%
Wynnefield Partners Small Cap Value, L.P. (5)	915,139	8.7	%
Discovery Group I, LLC (6)	665,737	6.3	%
George H. Bernstein (7)	241,667	2.3	%
David Beale (8)	21,277		*
Therese Kreig Crane (9)	37,277		*
Steven B. Fink (10)	50,531		*
Peter H. Havens (11)	58,776		*
Richard J. Pinola (12)	43,443		*
Michael J. Rosenthal (13)	28,443		*
Ralph Smith (14)	29,277		*
David L. Warnock (15)	1,797,490	17.1	%
G. Lee Bohs (16)	63,000		*
Thomas Frank (17)	115,167	1.1	%
Patricia Miller (18)	108,667	1.0	%
Jeanne Marie Welsko (19)	45,500		*
Dr. Susan W. Race (20)	6,667		*
All executive officers and directors as a group (13 persons) (21)	2,660,730	23.6	%

 * Less than one percent

(1) The Company believes that each of the stockholders named in this table has sole voting and dispositive power with respect to the shares indicated as beneficially owned except as otherwise indicated in the footnotes to this table.

(2) Applicable percentages are based on 10,497,409 shares outstanding on September 9, 2009, adjusted as required by rules promulgated by the SEC.

(3) Michael R. Milken, Lowell J. Milken and ET Holdings, LLC (“ET Holdings”) are the managers of Blesbok, LLC (“Blesbok”), and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned or deemed to be beneficially owned by Blesbok. Hampstead Associates, LLC (“Hampstead”) is the sole manager and the sole member of ET Holdings, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned or deemed to be beneficially owned by ET Holdings. Ridgeview Associates, LLC (“Ridgeview”) is the sole manager and the sole member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned or deemed to be beneficially owned by Hampstead. Michael R. Milken and Lowell J. Milken are the managers of Ridgeview,

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and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned or deemed to be beneficially owned by Ridgeview. The address of the principal business office of Blesbok is 1250 Fourth Street, Suite 550, Santa Monica CA 90401.

(4) Based on Schedule 13D filed with the SEC on October 1, 2008, Camden Partners Strategic II, LLC (“Camden Strategic”) may be deemed to be part of a group also comprised of Camden Partners Strategic Fund II-A, L.P. (“Camden II-A”), Camden Partners Strategic Fund II-B, L.P. (“Camden II-B”), David L. Warnock, Donald W. Hughes, Richard M. Berkeley, and Richard M. Johnston. Messrs. Warnock, Hughes, Johnston and Berkeley are the managing members of Camden Strategic. Camden II-A is the direct beneficial owner of an aggregate of 1,669,206 shares of Common Stock and Camden II-B is the direct beneficial owner of an aggregate of 99,007 shares of Common Stock. Camden Strategic, as the sole general partner of each of Camden II-A and Camden II-B and may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Camden II-A and Camden II-B. In addition, each of Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley may be deemed to be a beneficial owner of these shares, by virtue of being a managing member of Camden Strategic. The address of the principal business office of Camden Strategic is 500 East Pratt Street, Suite 1200, Baltimore, MD 21202.

(5) Based Schedule 13G filed with the SEC on August 7, 2009, consists of an aggregate of 301,150 shares of Common Stock directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), an aggregate of 406,197 shares of Common Stock directly beneficially owned by Wynnefield Partners Small Cap Value L.P. I (“Wynnefield Partners I”), an aggregate of 190,892 shares of Common Stock directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), and an aggregate of 16,900 shares of Common Stock directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, Inc. (“Wynnefield Plan”). Wynnefield Capital Management, LLC (“Wynnefield Capital Management”), as the sole general partner of Wynnefield Partners and Wynnefield Partners I, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Wynnefield Partners and Wynnefield Partners I. Nelson Obus and Joshua Landes each may be deemed to be a beneficial owner of these shares, by virtue of being a managing member of Wynnefield Capital Management. Wynnefield Capital Inc. (“Wynnefield Capital”), as the sole investment manager of Wynnefield Offshore, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Wynnefield Offshore. Messrs. Obus and Landes are the principal executive officers of Wynnefield Capital, and may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Wynnefield Capital. Mr. Obus is the portfolio manager for the Wynnefield Plan and may be deemed to share voting and dispositive power over the Common Stock beneficially owned by the Wynnefield Plan. The address of the principal business office of Wynnefield Partners is 450 Seventh Avenue, Suite 509, New York, NY 10123.

(6) Based on Amendment No. 1 to Schedule 13D filed with the SEC on July 28, 2009, Discovery Group I, LLC (“Discovery Group”) may be deemed to be part of a group also comprised of Discovery Equity Partners, L.P. (“Discovery Partners”), Daniel J. Donoghue, and Michael R. Murphy. Discovery Partners is the direct beneficial owner of 564,807 shares of Common Stock. Discovery Group, as the sole general partner of Discovery Partners, may be deemed to beneficially own and share voting and dispositive power over the Common Stock owned by Discovery Partners, as well as an additional 100,930 shares of Common Stock directly beneficially owned by an investment partnership over which Discovery Group exercised control. Messrs. Donoghue and Murphy, as managing members of Discovery Group, may be deemed to beneficially own and share voting and dispositive power over the Common Stock beneficially owned by Discovery Group. The address of the principal business office of Discovery Group is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.

(7) Includes 31,000 outstanding shares, and 210,667 shares that Mr. Bernstein has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(8) Consists of 4,079 outstanding shares and 15,000 shares that Mr. Beale has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009.

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(9) Consists of 10,079 outstanding shares and 25,000 shares that Dr. Crane has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009.

(10) Consists of 23,333 outstanding shares and 25,000 shares that Mr. Fink has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009.

(11) Consists of 16,807 outstanding shares and 30,000 shares that Mr. Havens has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes 1,551 outstanding shares held by Mary L. Smith Trust TFBO his son and 1,970 outstanding shares held by Mary L. Smith Trust TFBO his daughter over which Mr. Havens has sole voting and dispositive authority and as to which Mr. Havens disclaims beneficial ownership. Also includes 6,250 outstanding shares held by his wife over which Mr. Havens has sole voting and dispositive authority and as to which Mr. Havens disclaims beneficial ownership. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009.

(12) Consists of 17,079 outstanding shares and 24,166 shares that Mr. Pinola has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009.

(13) Consists of 2,079 outstanding shares and 24,166 shares that Mr. Rosenthal has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009. Mr. Rosenthal’s address is 37 West 12^th Street, New York, NY 10011.

(14) Consists of 2,079 outstanding shares and 25,000 shares that Mr. Smith has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009. Mr. Smith’s address is 701 St. Paul Street, Baltimore, MD 21202.

(15) Consists of 2,079 outstanding shares and 25,000 shares that Mr. Warnock has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009. Also includes a grant of 2,198 shares of restricted stock which vest November 3, 2009. Also includes shares owned by Camden Strategic (see footnote 4), of which Mr. Warnock is a managing member of the sole general partner. Mr. Warnock disclaims beneficial ownership of any shares held by Camden II-A or Camden II-B. Mr. Warnock’s address is 500 East Pratt Street, Suite 1200, Baltimore, MD 21202.

(16) Consists of 500 outstanding shares and 62,500 shares that Mr. Bohs has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(17) Consists of 11,500 outstanding shares and 103,667 shares that Mr. Frank has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(18) Consists of 108,667 shares that Ms. Miller has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(19) Consists of , 45,500 shares that Ms. Welsko has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(20) Consists of 6,667 shares that Dr. Race has the right to purchase upon the exercise of options which are or will be exercisable within 60 days after September 9, 2009.

(21) Includes information contained in the notes above, as applicable.

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PROPOSAL 1

ELECTION OF DIRECTORS

(Item 1 on Proxy Card)

Nominees

Four directors will be elected at the Meeting to serve as Class I Directors until the 2012 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier death, resignation or removal. The nominated directors will be elected by a plurality of the votes properly cast in person or by proxy. If so authorized, the persons named in the accompanying proxy card will vote the shares represented by the accompanying proxy card for the election of each nominee named in this Proxy Statement. Stockholders who do not wish their shares to be voted for a particular nominee may so indicate in the space provided on the proxy card. If any nominee becomes unable or unwilling to serve at the time of the Meeting, which is not anticipated, the Board of Directors, at its discretion, may designate a substitute nominee or nominees, in which event the shares represented by the accompanying proxy card will be voted for such substituted nominee or nominees. All of the nominees for election currently serve as directors, and have consented to continue to serve if elected.

The following table sets forth information with respect to the nominees and the continuing directors:

Name of Nominee or Director	Age	Principal Occupation	Director Since
Nominees for a term expiring in 2012 (Class I Directors):
Richard J. Pinola	63	Retired Chief Executive Officer of Right Management Consultants	2004
Peter H. Havens	55	Chairman of Baldwin Management, LLC	1991
Ralph Smith	61	Senior Vice President of The Annie E. Casey Foundation	2004
David L. Warnock	51	Partner of Camden Partners Holdings, LLC	2003
Continuing Directors with a term expiring in 2011 (Class III Directors):
Therese Kreig Crane, Ed.D.	59	Senior Education Advisor of e-Luminate Group; Non-Executive Chairman of the Board of Directors	2004
Steven B. Fink	58	Vice Chairman, Krest, LLC (formerly Knowledge Universe).	2003
David Beale	48	Chief Executive Officer of	2006
The Board of Directors recommends a vote FOR each of the nominees listed above.
Continuing Directors with a term expiring in 2010 (Class II Directors):
George H. Bernstein	48	President and Chief Executive Officer of the Company	2003
Michael J. Rosenthal	65	Chairman and President of M. J. Rosenthal and Associates, Inc.	2004

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The following description contains certain information concerning the directors and nominees, including current positions and principal occupations during the past five years.

David Beale. Since February 2009, Mr. Beale has held the position of President of The I-Grace Company, Inc. a high end residential construction company. From January 2004 through October 2007, Mr. Beale was the founder and Chief Executive Officer of SuccessLab Learning Centers, Inc., a supplemental education company specializing in cognitive and perceptual skills development. Prior to establishing SuccessLab, Mr. Beale founded VANTAS (aka Alliance National) in 1986 and served as President, Chief Executive Officer, and Director until May 2000 when the company was merged with HQ Global Workplaces. VANTAS operated business centers that provided furnished office space and business support services on short notice with flexible contract terms. Mr. Beale grew VANTAS from a single location in Washington, DC in 1986 to over 200 locations at the time of the merger with HQ Global Workplaces.

George H. Bernstein. Mr. Bernstein was named the Company’s Chief Executive Officer and a Director in July 2003, and currently holds the title of President and Chief Executive Officer. Between 1997 and 2002, Mr. Bernstein was employed in various positions with Cole National Corporation. Between 2000 and 2002, Mr. Bernstein was President of Pearle Vision, Inc., an 840 unit operator and franchiser of optical retail stores. During parts of 1999 and 2000, Mr. Bernstein was Executive Vice President—Strategic Planning and President of Vision Operations for Cole Vision. Between 1997 and 1999, Mr. Bernstein was the Senior Vice President and General Manager at Things Remembered, an 800 store chain of personalized gift stores. Mr. Bernstein started his business career as a consultant with Bain and Company, a leading strategy consulting firm. In 2008, Mr. Bernstein was named the Philadelphia Region Entrepreneur of the year for the Business and Consumer Services category. Mr. Bernstein earned a B.S. degree in Business Administration from Bucknell University, and a J.D. degree from Harvard Law School. Mr. Bernstein was named as a director pursuant to his employment agreement. See “Employment Agreements with Executive Officers.”

Therese Kreig Crane, Ed.D. Dr. Crane currently serves in various leadership capacities within the education industry, including as a trustee for the National Education Association Foundation (2003-present) and the Western Governors University (2001-present), as Chairman of the Board of Directors of Nobel Learning Communities, Inc. (2004-present) and as a director of Questia Media, Inc. (2001-present) and Tutor.com (2005-present), Camden Learning Corporation (2007-present) and the Blackboard K-12 Advisory. From 2003 until June 2005, Dr. Crane served on the board of AlphaSmart, a provider of affordable, portable personal learning solutions for the K-12 classroom. In August 2003, she formed Crane Associates as a sole proprietorship, engaged in the educational technology consulting practice, advising educational technology companies in business strategy, marketing and sales. Dr. Crane was engaged as a retained consultant by Infotech Strategies (now the e-Luminate Group) in 2003 and currently serves as the Senior Education Advisor. From 2000 to 2003, Dr. Crane was Vice President, Information and Education Products at America Online. Prior to that, she was President of Jostens Learning Corporation and its successor company, Compass Learning. Dr. Crane also held various positions with Apple Computer, including Senior Vice President, Education of Americas, and was a corporate officer as Apple computer’s Senior Vice President Worldwide Strategic Market Segments. Dr. Crane started her career as an elementary school classroom teacher. Dr. Crane has a B.S. in elementary education and mathematics from the University of Texas at Austin, and M.Ed. in early childhood education and an Ed.D. in administrative leadership from the University of North Texas.

Steven B. Fink. Mr. Fink has been the Chief Executive Officer of Lawrence Investments, L.L.C., a technology and biotechnology private equity investment firm that is controlled by Lawrence J. Ellison, since May 2000. Mr. Fink also serves as a Vice Chairman of Knowledge Universe (now renamed Krest LLC), a position he has held since 1996. From October 1999 to October 2000, he served as Chief Executive Officer of Nextera Enterprises, Inc., an economic consulting company affiliated with Knowledge Universe. From 1981 to 1986, Mr. Fink served as Chief Executive Officer and Chairman of the board of directors of Anthony Manufacturing Company, a specialty glass and conductive coatings manufacturer. He currently serves as Vice Chairman of Heron International, a European real estate development company, and as a Director of K-12, a

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NYSE listed Education Company operating virtual Charter Schools. Mr. Fink also serves on the boards of directors of privately held companies. Mr. Fink has a B.S. from the University of California at Los Angeles and a J.D. and an L.L.M. from New York University.

Peter H. Havens. Mr. Havens has been Chairman of Baldwin Management, LLC, an investment management concern, since July 1999. Previously, he was the Executive Vice President of Bryn Mawr Bank Corporation overseeing the Investment Management and Trust Division. From 1982 through May 1995, Mr. Havens served as manager of Kewanee Enterprises, a private investment firm located in Bryn Mawr, Pennsylvania. He is also chairman of the board of directors of Petroferm, Inc. and Lankenau Hospital Foundation, and a Trustee Emeritus of Ursinus College.

Richard J. Pinola. Mr. Pinola was Chairman and Chief Executive Officer of Right Management Consultants, a global consulting firm specializing in career transition and organizational consulting services. He served as a director of Right since 1990 and as Chief Executive Officer since July of 1992. Prior to joining Right Management Consultants, Mr. Pinola was President and Chief Operating Officer of Penn Mutual Life Insurance Company, a diversified financial services firm. He is a director on the boards of Reading is Fundamental, Inc., K-Tron International, the Visiting Nurses Association, King’s College, Kenexa Technology, Bankrate.com, GPS Investment Advisors, and Corporate Property Associates 15, 16, and 17. Mr. Pinola has been a regular speaker on worldwide workforce issues, and has been a guest lecturer at The Yale School of Management. He has served on the boards of directors of the American Lung Association, Janney Montgomery Scott, LLC, the Life Office Management Association, and the Horsham Clinic. Mr. Pinola was the founder and director of The Living Wills Archive Company and a founder and board member of the Mutual Association for Professional Services.

Michael J. Rosenthal. Since 1986, Mr. Rosenthal has served as chairman and president of M.J. Rosenthal and Associates, Inc., an investment and consulting company. From 2006 to November 2008, Mr. Rosenthal served chairman of Bill Blass New York, a high-end manufacturer of women’s clothing, and since 2006 he has served on the board of Skins, Inc., a manufacturer of men’s and women’s shoes. He also served as Chief Executive Officer of Bill Blass New York in 2006 and 2007. From 1985 to 1986, Mr. Rosenthal served as a partner and managing director of Wesray Capital Corporation, an investment company, and prior to that was senior vice president and managing director of the Mergers and Acquisitions Department of Donaldson, Lufkin & Jenrette, Inc., an investment banking firm. Mr. Rosenthal also serves as a director and treasurer of the Horticultural Society of New York. Over the last several years, Mr. Rosenthal has also served as chairman, a director and/or Chief Executive Officer of a number of companies including: American Vision Centers, Inc., Northwestern Steel & Wire Company, Western Auto and Wilson Sporting Goods Company. In addition to being a director of Nobel Learning Communities, Inc., he also serves on the board of MAXXAM, Inc.

Ralph Smith. Mr. Smith is Senior Vice President of The Annie E. Casey Foundation, a private philanthropy dedicated to helping build better futures for disadvantaged children in the United States. From 1975 to 1997, Mr. Smith was a member of the faculty of the Law School of the University of Pennsylvania, teaching corporate law, securities regulations, and education law and policy. Mr. Smith serves on the board of LeapFrog Enterprises, Inc., Venture Philanthropy Partners, a non-profit philanthropic investment organization serving the National Capital Region, and the Center for Responsible Lending, a non-profit research and policy organization protecting home ownership and family wealth. He has served as counsel to the Congressional Black Caucus and as cooperating attorney for the NAACP, the Center for Constitutional Rights, and the National Conference of Black Lawyers. Mr. Smith has also held a number of senior leadership positions for the School District of Philadelphia, including chief of staff and special counsel. Mr. Smith received his undergraduate degree from Loyola University of Los Angeles, a J.D. from the University of California and served as a Teaching Fellow and LLM/SJD candidate at Harvard University.

David L. Warnock. Mr. Warnock is a partner with Camden Partners and co-founded the firm in 1995. He has over 25 years of investment experience and focuses on investments in the education and business and financial services sectors. Mr. Warnock serves on the boards of directors of American Public Education, Inc., a regionally accredited online post-secondary university, New Horizons Worldwide, Inc., Nobel Learning

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Communities, Inc., Primo Water Corporation, Questar Assessment, Inc., formerly Touchstone Applied Science Associates, Towne Park, Ltd., CIBT School of Business and Technology Corporation and Ranir, LLC, all of which are Camden Partners’ portfolio companies. Mr. Warnock served as the Chairman of Nobel Learning from September 2003 through February 2004. Mr. Warnock has previously served on the boards of Concord Career Colleges from 1997 thru 2006 and Children’s Comprehensive Services, Inc. from 1993 to 2000. Previously, Mr. Warnock was President of T. Rowe Price Strategic Partners and T. Rowe Price Strategic Partners II. He was also co-manager of the T. Rowe Price New Horizons Fund. Mr. Warnock was employed by T. Rowe Price Associates from 1983 to 1995. Upon forming Camden Partners (formerly known as Cahill, Warnock & Company) and until December 31, 1997, Mr. Warnock served as a consultant to the advisory committees of T. Rowe Price Strategic Partners and T. Rowe Price Strategic Partners II. Mr. Warnock is also involved with numerous non-profit organizations. He is Chairman of The Center for Urban Families and Calvert Education Services, a board member of the National Alliance to End Homelessness and the University of Wisconsin Applied Security Analysis Program, a trustee on the board of the Baltimore Museum of Art and the board of the Georgia O’Keeffe Art Museum. Mr. Warnock received his undergraduate degree from the University of Delaware and an M.S. in Finance from the University of Wisconsin. He is a Chartered Financial Analyst Charterholder.

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the listing standards of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. In addition, as further required by the Nasdaq rules, a listed company’s board of directors is required to make a subjective determination as to each independent director that no relationships exist which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Consistent with these considerations, after review of all relevant information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and its senior management and independent auditors, the Board of Directors has determined affirmatively that Dr. Crane and Messrs. Beale, Fink, Havens, Pinola, Rosenthal, Smith and Warnock are independent directors within the meaning of the applicable Nasdaq listing standards.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

At the beginning of the fiscal year ended June 27, 2009 (“Fiscal 2009”), the Board of Directors consisted of nine directors: Messrs. Bernstein, Fink, Beale, Havens, Pinola, Rosenthal, Smith and Warnock and Dr. Crane.

In August 2004, the Board of Directors adopted a policy encouraging, but not requiring, all directors to attend the Annual Stockholders’ Meeting, either in person or telephonically. Seven of the Company’s directors attended the 2008 Annual Meeting of Stockholders either in person or via teleconference. Mr. Fink and Mr. Smith were not in attendance.

The Board of Directors held a total of ten meetings during Fiscal 2009. During Fiscal 2009, each member of the Board of Directors attended at least 75% of the aggregate of the number of meetings of the Board of Directors and Committees of the Board of Directors on which he or she served, held during the period for which he or she was a director or committee member, respectively. In addition, the Board of Directors met four times during Fiscal 2009 in executive session without the presence of any director who is also an employee of the Company.

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Strategic Affairs Committee. In early Fiscal 2009, on August 27, 2008, the Company’s Board of Directors established a new standing committee, the Strategic Affairs Committee. This committee is comprised of Mr. Pinola, Mr. Beale and Mr. Rosenthal.

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Each of the standing committees of the Board of Directors has a written charter approved by the Board of Directors and each of the charters is available at www.nobellearning.com, by following the “Investor Relations” link. The Board of Directors has determined that each member of each standing committee is independent, as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards, and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Below is a description of the Audit, Compensation, and Nominating and Corporate Governance Committees.

Audit Committee

In Fiscal 2009, the Audit Committee of the Board of Directors (the “Audit Committee”) was comprised of four directors, Messrs. Havens (Chairman), Beale and Rosenthal and Dr. Crane. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The responsibilities and activities of the Audit Committee are to assist and act on behalf of the Board of Directors in fulfilling the Board’s oversight responsibilities with respect to:

• the Company’s corporate accounting and financial reporting processes,

• the Company’s system of internal accounting and financial controls,

• the audits of the Company’s financial statements,

• the integrity of the Company’s financial statements and reports,

• the qualifications, independence and performance of the Company’s independent auditors,

• the oversight of the Company’s complaint procedures related to accounting, internal controls and/or auditing, and

• the independence and performance of the Company’s independent auditors as further described in the Audit Committee Charter.

The Audit Committee met six times during Fiscal 2009 and, at four of these meetings, met for a period without management and with members of the independent registered accounting firm.

As required by the applicable Nasdaq listing standards, the members of the Audit Committee each qualify as “independent” under the standards established by Nasdaq and the SEC for members of audit committees. The Board of Directors has determined that Mr. Havens qualifies as an “audit committee financial expert” as defined in applicable rules and regulations of the SEC. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Havens’s experience and understanding with respect to certain accounting and auditing matters. This designation does not impose upon Mr. Havens any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board of Directors.

Compensation Committee

The Compensation Committee of the Board of Directors (the “Compensation Committee”) is currently comprised of three directors, Messrs. Warnock (Chairman), Havens and Pinola. The Compensation Committee met two times during Fiscal 2009. The responsibilities and activities of the Compensation Committee are described in greater detail in the Compensation Committee Charter.

The principal functions of the Compensation Committee are to:

• establish performance criteria for the individuals considered executive officers of the Company, including the review and approval of the Company’s financial goals and objectives relating to the compensation of the Chief Executive Officer and other executive officers in light of the overall compensation philosophy set forth in this Charter.

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• evaluate the annual performance of the executive officers and set the annual salary, bonus, equity and other incentive compensation of the Chief Executive Officer (in executive session) and other executive officers, including reviewing and approving grants of equity incentives (including, without limitation, stock options and stock awards) to be granted to other executive officers, as recommended by the Chief Executive Officer.

• review and approve, in the aggregate, grants or blocks of equity incentives (including, without limitation, stock options and stock awards) to be distributed to employees other than executive officers, as recommended by the Chief Executive Officer.

• periodically review all equity-based plans and the Company’s incentive compensation plans for the Chief Executive Officer and other executive officers, and (unless the Board of Directors has delegated such authority to the Committee) recommend to the Board of Directors the adoption of, or material changes in, material employee benefit, bonus, equity and other compensation plans of the Company.

• supervise and interpret on behalf of the Board of Directors the administration of compensation, incentive, equity and benefit plans approved by the Board of Directors and/or stockholders in a manner consistent with the terms of such plans, including the grant of equity incentives (including, without limitation, stock options and stock awards) to employees of and consultants to the Company.

• periodically review policies in the area of senior management perquisites.

• review and assess on a periodic basis the Company’s policies and procedures relating to 401(k) and similar plans maintained by the Company.

• perform such duties and responsibilities as may be assigned to the Committee by resolution of the Board of Directors or under the terms of any compensation plan.

• periodically review and approve the appropriate structure and amount of compensation for the directors.

The Compensation Committee has the authority to engage independent compensation consultants or advisors, as it may deem appropriate in its sole discretion, and to approve related fees and retention terms of such consultants or advisors. The Compensation Committee holds some of its meetings with management and some without management. The Chairman of the Compensation Committee is responsible for leadership of the Compensation Committee and sets meeting agendas.

The Compensation Committee previously engaged Radford Surveys and Consulting, a unit of Aon Consulting (“Radford”), an independent executive compensation consulting firm, to provide advice and assistance to them and to management in the area of executive and non-employee director compensation for the Company. The consultant reported directly to the Compensation Committee and was authorized by it to work with certain executive officers of the Company as well as other employees in the Company’s human resources, legal, and finance departments in connection with the consultant’s work for the Committee. The consultant conducted reviews of the total compensation of the Company’s executive officers, based on the process described in the Compensation Discussion & Analysis contained on page 19 in this proxy statement and prepared reports for review by management and subsequently by the Compensation Committee to be used in determining appropriate levels of compensation for each executive officer. In addition, the consultant has conducted reviews of non-employee director compensation and prepared reports for review by the Compensation Committee to be used in determining appropriate levels of compensation for non-employee directors.

Subsequent to the end of each fiscal year, the Chief Executive Officer gives assessments, succession planning updates and compensation recommendations for each executive officer of the Company to the Compensation Committee. The Compensation Committee considers the Chief Executive Officer’s recommendations and in accordance with the comprehensive compensation program developed by the consultant and approved by the entire Board of Directors, then prepares recommendations for the compensation of the executive officers. The Compensation Committee then presents its recommendations for compensation for

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executive officers to the entire Board of Directors and allows for deliberations and questions by the entire Board of Directors. After the presentation of the Compensation Committee’s recommendations and after all other non-employee Board members have reviewed the proposal and had any questions discussed and answered, the entire non-employee Board of Directors votes on executive compensation matters.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) consists of three directors, Dr. Crane (Chairman), Mr. Smith and Mr. Warnock. The Nominating and Corporate Governance Committee held two meetings during Fiscal 2009. The Nominating and Corporate Governance Committee oversees the director nomination process and the Company’s corporate governance functions and approves related party transactions. The Nominating and Corporate Governance has the primary responsibility for identifying, reviewing and evaluating candidates to serve as directors of the Company, consistent with criteria approved by the Board of Directors. The Nominating and Corporate Governance Committee recommends to the Board of Directors candidates for election to the Board of Directors, makes recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, and assesses the independence of directors. The responsibilities and activities of the Nominating and Corporate Governance Committee are described in greater detail in the Nominating and Corporate Governance Committee Charter.

The Nominating and Corporate Governance Committee has established guidelines for evaluating nominees for director. The qualifications that the Nominating and Corporate Governance Committee seeks include: being able to read and understand basic financial statements; being over 21 years of age; having high personal and professional integrity, honesty and ethics; demonstrated acumen and ability, reflected by business experience in positions with a high degree of responsibility and leadership; strategic and independent thinking; and a demonstrated ability to ask critical questions, make analytical inquiries, and exercise sound business judgment. The Nominating and Corporate Governance Committee seeks to include a diverse spectrum of expertise and experience, with each director bringing to the Board of Directors experience or knowledge in one or more fields that is useful to the Company and complementary to the background and experience of the Board of Directors. The Nominating and Corporate Governance Committee also considers the candidate’s commitment to representing rigorously the long-term interests of all of the Company’s stockholders, as well as the candidate’s willingness and ability to devote sufficient time to carrying out his or her duties and responsibilities, and to serve on the Board of Directors for a sustained period. In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended (and compliance with any attendance requirements established by the Board of Directors or the Nominating and Corporate Governance Committee), level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. The Nominating and Corporate Governance Committee or the Board of Directors may modify these guidelines from time to time and will consider other factors as appropriate.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as it evaluates candidates recommended by other sources. In addition, the Nominating and Corporate Governance Committee will evaluate whether candidates suggested by stockholders are identified with any particular issue to such an extent that their ability to effectively represent all of the stockholders on a broad variety of issues might be compromised.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors at the Meeting may do so by delivering a written recommendation to the Chairman of the Nominating and Corporate Governance Committee, c/o Secretary of Nobel Learning Communities, Inc., 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223. The Nominating and Corporate Governance Committee has established guidelines for the

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submission of stockholder recommendations for nominees to the Board of Directors, consistent with the provisions of the Company’s certificate of incorporation and bylaws. Under these guidelines, submissions must contain, at a minimum, the following:

• name, residence and business address of the nominating stockholder;

• a representation that the stockholder is a record holder or beneficial owner of the Corporation’s voting shares and that the stockholder will continue to hold such voting shares through the meeting date, and a statement of the number of such shares and any other ownership interests, including derivates, hedged positions and other economic or voting interests in the Corporation;

• a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the individuals specified in the notice, if the nominations are to be made at a meeting of stockholders;

• a representation as to whether the stockholder intends to deliver a proxy statement to the other stockholders of the Corporation;

• information regarding each nominee such as would be required to be included in a proxy statement;

• a description of all arrangements or understandings between and among the stockholder and each and every nominee;

• a representation by each nominee providing that such nominee does not and will not have any undisclosed voting commitments or other arrangements with respect to such nominee’s actions as a director;

• a representation of the nominee providing information regarding any criminal convictions and securities injunctions (whether issued in connection with an SEC action or a private action) involving the nominee or any affiliates of the nominee; and

• the written consent of each nominee to serve as a Director, if elected.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the qualifications of such person to serve as a director.

Strategic Affairs Committee

On August 27, 2008, the Company’s Board of Directors established a new standing committee, the Strategic Affairs Committee. This committee is comprised of Mr. Pinola, Mr. Beale and Mr. Rosenthal.

As more fully described in the committee’s charter the responsibilities and activities of the Strategic Affairs Committee are to assist and act on behalf of and as directed by the Board of Directors in the specific instance in fulfilling the Board’s oversight responsibilities with respect to:

• review and make recommendations with respect to the Company’s strategic plans and long-range objectives;

• advise and make recommendations to the Board of Directors and management with respect to liquidity of the Company’s common stock; including ownership levels and concentration;

• advise and make recommendations to the Board of Directors and management with respect to potential significant joint ventures, business combinations, restructuring and other strategic initiatives which may materially impact the company’s capital structure;

• evaluate and advise with respect to specific strategic situations, including joint ventures, business combinations, restructurings or other strategic initiatives;

• negotiate on behalf of the Company the terms and conditions of strategic transactions, particularly in situations where management and/or management members of the Board of Directors are interested or otherwise have conflicts of interest; and

• communicate with such other persons with respect to any strategic transaction as the Committee determines would be appropriate and in the best interests of the Company and its stockholders.

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The Strategic Affairs Committee met thirteen times during Fiscal 2009 to evaluate, advise, communicate and negotiate activity relating to the unsolicited proposal to acquire the Company, received on September 22, 2008, and the subsequent process designed by the Board of Directors to evaluate that proposal and other alternatives to create stockholder value.

During Fiscal 2009, the Committee hired independent outside counsel and an independent financial advisor to help it evaluate the unsolicited proposal to acquire the Company and other alternatives to create stockholder value.

COMMUNICATIONS FROM STOCKHOLDERS TO THE BOARD OF DIRECTORS

The Board of Directors has adopted a formal process by which stockholders may communicate with the Board of Directors or any of its directors. Stockholders who wish to communicate with the Board of Directors may do so by sending a written communication addressed to the Company’s Secretary at 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223. All such communications will be compiled by the Secretary and submitted to the Board of Directors or the individual director so designated on a periodic basis. The Board of Directors has instructed the Secretary, prior to forwarding any correspondence, to review such correspondence and, in the Secretary’s discretion, not to forward items if they are deemed of a commercial, irrelevant or frivolous nature or otherwise inappropriate for consideration by the Board of Directors. These screening procedures are designed to assist the Board of Directors in reviewing and responding to stockholder communications in an appropriate manner, and have been approved by a majority of the independent directors of the Board of Directors. All communications directed to the Audit Committee in accordance with the procedures set forth in this paragraph that relate to questionable accounting or auditing matters involving the Company will be forwarded promptly and directly to the Chairman (or another member) of the Audit Committee.

COMPENSATION OF DIRECTORS

Effective July 1, 2007, the Board of Directors, on the recommendation of the Compensation Committee, adopted a new compensation plan for its directors based on a report prepared by Radford Surveys and Consulting, a unit of Aon Consulting. The new compensation plan better aligns the compensation of the directors with the Company’s peer group.

Non-employee directors receive cash compensation in the form of a quarterly retainer of $6,250 and quarterly fees for chairing and/or serving on our four standing Committees (Nominating and Corporate Governance, Compensation, Audit and Strategic Affairs). In addition to receiving the non-employee director retainer, the Chairman of the Board will receive cash compensation in the form of a quarterly retainer of $6,250. The Committee fees are as follows: Audit Committee quarterly fees are $2,500 for chairing the Committee and $1,250 per member; Nominating and Corporate Governance Committee quarterly fees are $1,250 for chairing the Committee and $1,250 per member; Compensation Committee quarterly fees are $1,250 for chairing the Committee and $1,250 per member; Strategic Affairs Committee quarterly fees are $3,125 for chairing the Committee and $2,500 per non-chair member. The Company does not pay an additional fee per meeting; however, the Company does reimburse non-employee Directors for expenses incurred for attending meetings.

Non-employee directors also receive equity compensation. New non-employee directors receive a stock option grant of 10,000 shares of Company common stock upon their election to the Board of Directors. This stock option grant immediately vests as of the date of election to the Board of Directors. In addition, on the date of each annual stockholders’ meeting, non-employee directors receive an annual restricted stock grant of Common Stock valued at $30,000. The stock grant vests on the earlier of the first anniversary of the date of grant or the day immediately prior to the next annual meeting of stockholders at which directors are elected. If a director attends less than 75% of the meetings of the Board of Directors or meetings of their respective Committee during the fiscal year, the director will forfeit the grant of restricted stock for that year. The number of shares awarded for initial and annual restricted stock grants are based on the closing price of the Common Stock on the day prior to the date of the grant, as reported on NASDAQ Global Market.

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NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

The following table summarizes compensation for each of the Company’s non-employee directors during Fiscal 2009:

	Committee Membership
Director’s Name	Audit	Compensation	Nominating and Corporate Governance	Strategic Affairs	Fees earned or Paid in Cash		Restricted Stock Awards (1)		Total
Dr. Terry Crane, Chairman	x		x		$	60,000	$	30,000	$	90,000
David Beale	x			x		40,000		30,000		70,000
Steven B. Fink						25,000		30,000		55,000
Peter Havens	x	x				40,000		30,000		70,000
Michael J. Rosenthal	x			x		40,000		30,000		70,000
Richard J. Pinola		x		x		42,500		30,000		72,500
Ralph Smith			x			30,000		30,000		60,000
David L. Warnock		x	x			35,000		30,000		65,000
Total					$	312,500	$	240,000	$	552,500

On September 6, 2007, in order to better align director interests with those of the Company’s stockholders, the Board of Directors also adopted stock ownership guidelines for non-employee directors. Pursuant to the guidelines, non-employee directors are encouraged to own a minimum of Common Stock valued at two times the annual non-employee director cash retainer ($25,000). The minimum number of shares to be held by directors will be calculated on the first trading day of each fiscal year based on the fair market value of the Common Stock. The annual equity award of restricted Common Stock to directors by the Company will not be counted in determining if a particular director meets the stock ownership guidelines. All Directors are expected to meet the stock ownership guidelines by the later of the second anniversary of his or her initial election to the Board of Directors or January 1, 2010.

The amounts listed above reflect the dollar value recognized, in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”), for financial statement reporting purposes during Fiscal 2009 for all existing stock option awards. Assumptions used in the calculation of these amounts are included in footnote 17 to the Company’s audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 27, 2009.

Director’s Name	Aggregate Outstanding Non- Qualified Stock Option Awards	Aggregate Outstanding Restricted Stock Awards
Dr. Terry Crane, Chairman	25,000	2,198
David Beale	15,000	2,198
Steven B. Fink	25,000	2,198
Peter Havens	32,000	2,198
Richard J. Pinola	24,166	2,198
Michael J. Rosenthal	24,166	2,198
Ralph Smith	25,000	2,198
David L. Warnock	25,000	2,198

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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Item 2 on Proxy Card)

The Audit Committee has appointed Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm to audit the books, records and accounts of the Company for the fiscal year ending July 3, 2010.

The Audit Committee has recommended that the stockholders vote for ratification of such appointment. A representative of Grant Thornton is expected to be present at the Meeting and will have the opportunity to make a statement if desired and is expected to be available to respond to appropriate questions.

Neither the Company’s bylaws nor other governing documents or laws require stockholder ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the appointment of Grant Thornton to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the majority of the votes represented by the holders of shares present in person or represented by proxy and entitled to vote at the Meeting will be required to ratify the appointment of Grant Thornton.

The Board of Directors recommends a vote FOR Proposal 2.

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Audit and Related Fees

Grant Thornton LLP (“Grant Thornton”), the Company’s principal independent registered public accounting firm, was engaged by the Company on June 6, 2007.

The following table shows the aggregate fees billed to the Company by Grant Thornton for professional services rendered for Fiscal 2009 and Fiscal 2008:

	Amount ($)
Description of Fees	Fiscal 2009		Fiscal 2008
Audit Fees (1)	$	480,000	$	271,000
Audit Related Fees (2)		—		18,000
Tax Fees		—		—
All Other Fees (3)		4,000		4,000
Total	$	484,000	$	293,000

(1) Represents fees for professional services provided for the audit of the Company’s annual financial statements and review of the Company’s financial statements included in the Company’s quarterly reports and work performed as required related to Sarbanes-Oxley compliance testing.

(2) Represents consent fees paid to Grant Thornton related to the Company’s filing of its S-3 filed on January 8, 2008.

(3) Represents fees paid for use of accounting research website.

The Audit Committee’s policy is to pre-approve all services that our independent registered public accounting firm is permitted to perform for us under applicable federal securities regulations. While the general policy of the Audit Committee is to make such determination at full Audit Committee meetings, the Audit Committee may delegate its pre-approval authority to one or more members of the Audit Committee, provided that all such decisions are presented to the full Audit Committee at its next regularly scheduled meeting. In Fiscal 2009, all audit services provided by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee.

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EXECUTIVE OFFICERS OF THE COMPANY

The following table lists the names, ages and positions held by all executive officers of the Company:

Name	Age	Position
George H. Bernstein	48	President and Chief Executive Officer; Director
Thomas Frank	53	Senior Vice President, Chief Financial Officer
Patricia B. Miller	59	Senior Vice President, Chief Operating Officer
G. Lee Bohs	50	Senior Vice President, Corporate Development
Jeanne Marie Welsko	54	Senior Vice President, Human Resources
Dr. Susan W. Race	58	Senior Vice President, Education

The following description contains certain information concerning the foregoing persons, except for Mr. Bernstein, as to whom information is found on page 7:

Thomas Frank. Mr. Frank was named the Company’s Chief Financial Officer in January 2004, and also serves as its chief accounting officer. Between 1999 and 2003, Mr. Frank was employed as Chief Financial Officer of Alpha Shirt Company and its subsequent owner, Broder Bros. Co. Mr. Frank started his business career with BDO Seidman LLP. Mr. Frank is a CPA and earned his B.A. in Accounting from The University of Oklahoma.

Patricia B. Miller. Ms. Miller joined the Company in January 2004 as its Chief Operating Officer. Between 1995 and 2003, Ms. Miller was employed in various positions with Sylvan Learning Center, initially as its Vice President Franchise Operations, and served from 1999 through 2003 as its Senior Vice President of Franchise Services. In 2008, Ms. Miller was named a director of PathWays PA. Ms. Miller has a B.A. from The Ohio State University.

G. Lee Bohs. Mr. Bohs joined the Company in May 2006 as its Senior Vice President, Corporate Development. Mr. Bohs has a background in corporate finance and acquisitions. From 1987 until 1999 and from 2002 through 2005 Mr. Bohs served in several key positions at Right Management Consultants, Inc., including Chief Financial Officer, Executive Vice President of Corporate Development and Executive Vice President, International. In August 1999 Mr. Bohs joined Intecap, Inc. as Executive Vice President, Chief Financial Officer and Director, and served in those positions until 2002. Mr. Bohs is a CPA and a graduate of St. Joseph’s University in Philadelphia, Pennsylvania.

Jeanne Marie Welsko. Ms. Welsko joined the Company as its Vice President, Human Resources in September 2003. Between November 2000 and July 2003, Ms. Welsko served as a Human Resources consultant to Alignis, Inc. Prior to this period, she was the Vice President of Human Resources for Nova Care, Inc. from February 1999 through January 2000. Ms. Welsko earned her B.A. from Bloomsburg University and her M.S. degree from Villanova University.

Susan W. Race, Ed.D. Dr. Race joined the company in September 2008 as Senior Vice President of Education. Dr. Race has a background in both K-12 and post-secondary education, as well as in business and sales training. During her twenty years of experience in K-12 public education, she served as a teacher, instructional technology specialist, building administrator, professional development and curriculum specialist, and assistant superintendent in various public school systems. In the private sector, Dr. Race worked for McNeil Consumer Products, a division of Johnson & Johnson, and the Purdue Frederick Company as a pharmaceutical sales territory manager and trainer. Dr. Race’s expertise includes instructional technology, strategic planning, leadership and organizational dynamics, best practices in teaching and learning, data informed instruction, and professional development. Her current areas of research interest include change theory, 21^st century skills and social entrepreneurism in the K-12 curriculum. Dr. Race holds a B.S. in Business and M.Ed. in Educational Administration from the University of Delaware and an Ed.D in Educational Leadership from Widener University.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s Compensation Committee is empowered to review and approve–and regarding compensation of the Chief Executive Officer, recommend for the approval of the full Board of Directors–the annual compensation and compensation procedures for the Named Executive Officers (“NEOs”) of the Company: the President and Chief Executive Officer, Senior Vice President and Chief Operating Officer, Senior Vice President and Chief Financial Officer, Senior Vice President of Corporate Development, Senior Vice President of Human Resources and Senior Vice President of Education.

Objectives of Compensation Program

The primary objective of our executive compensation program is to attract and retain qualified, ethical executives who are enthusiastic about the Company’s mission and culture. A further objective of our compensation program is to provide incentives to reward NEOs for their contribution to the Company and impact on creating long-term stockholder value. We endeavor to ensure that our compensation program is perceived as fundamentally fair to all stakeholders.

What Our Compensation Program is Designed to Reward

Our compensation program is designed to provide a competitive base salary for each NEO versus our peer group and the geographic market from which we recruit and compete for executive talent; to reward NEOs for teamwork, support of our schools and students, and contributions to the Company; and to create long-term stockholder value. In measuring the executive officers’ contributions to the Company, the Compensation Committee considers numerous factors, including the Company’s growth and financial performance. All of our executive officers participate in an incentive compensation plan based primarily on targets relating to revenue and earnings per share growth targets which are set by the Compensation Committee and approved by the non-employee members of the Board of Directors. The Board of Directors feels these targets are directly linked to the creation of long-term stockholder value.

Regarding most compensation matters, including executive and director compensation, our management may provide recommendations to the Compensation Committee; however, the Compensation Committee does not delegate any of its functions to others in setting compensation. During Fiscal 2006, the Compensation Committee previously engaged an outside, independent compensation consultant, Radford Surveys and Consulting (“Radford”), to design, develop and/or review executive and Board compensation matters. The Company does not have an exact formula for determining the cash and non-cash components of total compensation, but we do utilize the report prepared by Radford to make certain that the balance between cash and non-cash compensation is consistent with that of our peer group.

The group of peer companies used in the review of total compensation levels consists of publicly traded (or recently publicly traded) education and services companies with annual revenues ranging from approximately $80 million to just over $1 billion and market capitalization ranging from approximately $10 million to $1.2 billion. The peer compensation group was developed by Radford and approved by the Compensation Committee during Fiscal 2006. Since the Company has few specific peers in terms of services, product, market and operations, the companies in the compensation peer group were determined with Radford’s assistance, to provide representation of the broader market in which the Company competes for executive talent. Each company that was included in the compensation peer group is shown below:

Bright Horizons Family Solutions, Inc.

Concorde Career Colleges Inc.

GP Strategies Corp.

INVESTools Inc.

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Learning Care Group, Inc.

Learning Tree International Inc.

Lincoln Educational Services Corp.

National Vision Inc.

New Horizons Worldwide Inc.

Princeton Review Inc.

Psychiatric Solutions Inc.

Universal Technical Institute Inc.

Elements of Company’s Executive Compensation Plan and Why We Chose Each

Summary of Compensation Plan Components

During Fiscal 2006, the Compensation Committee of the Board of Directors hired Radford to develop a comprehensive Executive Compensation Program (“Compensation Program”). Radford first performed a comprehensive market study to determine a competitive framework based on market and geographic area, as described above, and a set of reference companies against which the Company’s compensation levels and the Compensation Program would be developed and compared. Based on a review of the Radford analysis by the Compensation Committee and its recommendation to the Board of Directors, the Compensation Program was approved by the non-employee Directors for implementation for Fiscal 2008. In light of current economic conditions, the Company did not implement a change to NEO base compensation or incentive plans for Fiscal 2009 from Fiscal 2008. As a result, the Compensation Committee determined that no new survey of the peer compensation group was required during Fiscal 2009 and that the existing survey should be relied upon. Management and the Compensation Committee believe there is significant alignment with stockholder interest due to the significant amount of variable NEO compensation included in the NEO Compensation Program as further described below.

The Compensation Program components consist of a base salary component and participation in a short-term cash incentive compensation plan, a long-term equity incentive compensation plan, and a deferred compensation plan. It is the Compensation Committee’s intention to set total executive compensation sufficiently high to attract and retain a strong motivated leadership team, but not so high that the Company exceeds the mid-point of compensation in relation to our market competitors and peer group with whom we compete for executive talent. The short- and long-term incentive compensation plans are designed to align the executive’s financial incentives with the interest of our stockholders primarily through the use of discrete and measurable targets. For Fiscal 2009, those targets relate to revenue and earnings per share growth. In order to align the objectives and interest of our NEO group, all team members are incentivized based upon the same calculation methodology and targets used in determining annual variable short-term cash incentive compensation and the at risk portion of long-term equity incentive compensation. In addition to the market factors and analysis described herein, total executive compensation is determined with reference to each individual executive’s total compensation history.

Base Salary Compensation

Base salaries for our NEOs were initially determined by reference to the market for executive talent at the time the NEO was hired as part of a total compensation program required to hire and retain the executive talent the Company sought. With Radford’s assistance, the Compensation Committee undertook the above described market peer analysis to provide a framework in which current total compensation determinations for our NEOs, on a position by position basis, would be made, and base salaries are one component of the total compensation program. The Radford analysis takes into consideration the scope of each of the executive position’s responsibilities compared to the peer group along with their respective experience, contributions and the compensation paid by the peer group for similar executive positions.

For Fiscal 2009, the Compensation Committee approved increases to the NEOs’ base salaries. However, with approval of the Compensation Committee, management voluntarily determined, in light of current economic conditions and in furtherance of stockholders’ interest in improving Company results, to maintain base salaries at the same amounts as Fiscal 2008.

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While no increase in base salaries was implemented for Fiscal 2009, based upon the prior analysis provided by Radford and a review of the peer group’s similar executive positions as they compare to the Company’s specific executive positions, the Compensation Committee determined that the NEOs’ base salaries, as proposed to be increased for Fiscal 2009, were in line with the Company’s base salary compensation objective of being at or below the mid-point in relation to our peer group. According to the Radford report, “Base Salaries were relatively competitive, although below median values.”

Short-Term Cash Incentive Compensation

All of our NEOs have the opportunity to earn annual non-equity incentive compensation through our short-term incentive compensation plan as part of the Company’s Compensation Program for Fiscal 2009. Each of our NEOs participated in this component of the Compensation Program as follows:

NEO	% of Base Salary for non-equity incentive compensation if 100% of target achieved
George H. Bernstein, President and CEO	100	%
Thomas Frank, Senior Vice President and CFO	50	%
Patricia B. Miller, Senior Vice President and COO	50	%
G. Lee Bohs, Senior Vice President—Corporate Development	50	%
Jeanne Marie Welsko, Senior Vice President—Human Resources	50	%
Dr. Susan W. Race, Senior Vice President—Education	50	%

The table above provides the percentage of base salary to be paid if the Company were to achieve 100% of its targets. If the Company were to achieve less than 90% of its targets no incentive compensation would be paid. From 90% through 100%, the incentive compensation percentage scales starting with 50% of the eligible percentage described in the table above and increasing in 5% increments for each 1% improvement to targets. This program is not limited and provides that if the Company exceeded 100% of the target, the incentive compensation percentage increases in 3% increments for each 1% improvement above targets. In addition, the Compensation Committee has absolute discretion to adjust the formula awards upwards or downwards by up to 20% for purposes that the Committee deemed warranting exception.

Annual non-equity incentive compensation is earned based on performance against pre-defined targets related to revenue and earnings per share. For Fiscal 2009, these two measures were determined by the Compensation Committee with approval of the Board of Directors to be representative of metrics designed to align the NEOs’ total financial incentives with the interest of our stockholders through the use of discrete and measurable targets. The non-equity incentive compensation paid to the NEOs under this program for Fiscal 2009 is based 25% on revenue and 75% on earnings per share targets established prior to the beginning of the fiscal year. Fiscal 2009 targets representing 100% achievement of goals were $247,495,000 for revenue and $0.82 for earnings per share, representing approximately 20% revenue growth and approximately 22% earnings per share growth over Fiscal 2008 reported amounts adjusted for non-recurring net gains. These growth targets provided, in the judgment of the Compensation Committee, a reasonable set of targets that, with the approval of the non-employee Board of Directors, would provide adequate growth in long-term stockholder value.

For Fiscal 2009, the revenue performance was $220,103,000, approximately 11.1% below target, and adjusted earnings per share performance was $0.50 per share or approximately 39.0% below target. Management therefore recommended to the Compensation Committee that there be no non-equity incentive compensation paid

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for Fiscal 2009 performance. In addition, management recommended to the Compensation Committee and the Compensation Committee approved, that there would be no discretionary cash awards for a broader group of non-NEO employees for the year due to the Company’s performance as compared to the targets set by the Compensation Committee. However, due to significant contributions in accelerating the strength and fidelity of implementation of our educational programs, the Compensation Committee did award a bonus of $25,000 to Dr. Susan Race, the Company’s Senior Vice President of Education.

Long-Term Equity Incentive Compensation

The annual long-term incentive equity compensation plan is designed as an integral component of the Company’s Compensation Program to set total executive compensation sufficiently high to attract and retain a strong motivated leadership team in relation to our market competitors and peer group with whom we compete for executive talent.

The long-term incentive compensation plan was designed to align the executives’ financial incentives with the interests of our stockholders for Fiscal 2009, as approved by the Compensation Committee, this portion of our compensation plan remained the same as Fiscal 2008.

All of our named executive officers have the opportunity to receive stock compensation under the Company’s 2004 Omnibus Equity Incentive Plan (the “Equity Plan”) as part of the Company’s Compensation Program. The Board of Directors targeted each annual stock option grant allocated to all executives (not just NEOs) and employees in the aggregate under the long-term equity incentive plan to be approximately one and one half to two percent of outstanding shares, so as not to substantially dilute existing stockholders. A target number of stock options were developed for each NEO. The size of the long term equity incentive plan awards were developed relative to the peer group provided by Radford, who described the Company’s long term incentive compensation relative to that peer group as “generally low.” For Fiscal 2009, the target number of stock options for each NEO was reduced from the amount granted for Fiscal 2008. A portion of the stock option grant for each NEO is at risk and subject to Compensation Committee discretion and Board approval based on the NEO’s performance and the Company’s fiscal year performance against pre-determined plan targets as described in the Short-Term Cash Incentive section above. For Fiscal 2009 NEOs received approximately 68% of their target stock option grants. NEOs received only the guaranteed portion of the stock option grant. None of the at-risk shares were awarded to NEOs because the Compensation Committee determined that the Company’s performance against the pre-determined plan targets, as described in the Short Term Cash Incentive section, did not warrant an award of at-risk shares. In addition, for Fiscal 2009, to reward and retain a broader group of management during what the Board considers a key period for implementing the Company’s strategic plan and a higher than normal period of risk of retention, the Compensation Committee proposed to the Board, and the Board ratified, up to 48,000 stock options to be awarded to non-NEO employees throughout the organization additional equity based compensation in the form of stock options. The equity compensation awarded to all management and other employees is approximately 1.3% of the fully diluted shares, down from approximately 2.0% last year.

The Company’s general policy is for the annual long term incentive equity compensation plan grant to occur within two weeks after the official announcement of the Company’s full year results so that the stock option exercise price reflects a fully informed market price and occurs in connection with a scheduled meeting of our Board of Directors and the Compensation Committee. Except in the case of new hires, acquisitions and internal promotions, in which stock option grants would be made on the date of hire, acquisition or promotion, we will not make option grants to executive management at other dates. The grant date is established when the Company’s Compensation Committee approves the grant and presents the grant to the full Board for ratification and all key terms have been determined. Pursuant to the terms of the Equity Plan, the exercise price of each of the Company’s stock options grants is the average of the high and low price of the Common Stock on the day prior to the grant date. In addition, the Compensation Committee proposed to the Board, and the Board ratified, a Restricted Stock Award of 10,000 shares for Dr. Susan Race. This Restricted Stock Award is subject to a service period of three years prior to vesting in order to serve as a retention vehicle.

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Deferred Compensation

The Executive Non-Qualified Excess Plan (the “Deferred Compensation Plan”) is designed to be a long-term incentive and retention component of the Compensation Program. The Company’s contribution, which can vary by year, was set by the Compensation Committee at 10% of total cash compensation for Fiscal 2009. The 10% was determined based on a review and analysis of our peer groups by the Compensation Committee and Radford as described above, and was designed to provide a market competitive long-term savings program for our NEO team. The Deferred Compensation Plan has a five year cliff vesting component that is designed to retain our participating executives. Executives eligible for the Deferred Compensation Plan do not vest in any Company contribution to the Deferred Compensation Plan until the fifth anniversary of the date they begin participation in the plan and are eligible for a Company contribution, unless accelerated vesting occurs due to a change of control of the Company. The Company does not guarantee a return on any voluntary NEO contribution to the plan or on any Company contribution. All contributions to the plan are invested, at each NEO’s discretion, in outside investment funds administered and managed by non-related third parties.

The Company’s contribution was set by the Compensation Committee at 10% of total cash compensation for Fiscal 2009. However, in light of current economic conditions and to improve overall Company results management, and as approved by the Compensation Committee, voluntarily determined to reduce this to 5%.

Other Benefits

The Company has entered into an Employment Agreement with its Chief Executive Officer and Severance Agreements with all of its NEOs, the terms of which are discussed on pages 25 through 28 of this Proxy Statement. The Severance Agreements provide that if the NEO is terminated by the Company without Cause (as defined in the Severance Agreements) the NEO shall be entitled to receive any accrued but unused vacation, and, in a lump sum payment, a pro rata portion of the NEO’s annual bonus, and a cash severance payment. NEOs are entitled to receive a cash severance payment equal to twelve months or nine months of his or her base salary depending on the position. In addition, the Company is obligated to continue to provide certain customary benefits to the NEOs for certain periods.

If the NEO is terminated by the Company without Cause or if the NEO terminates his or her employment for Good Reason (as defined in the Severance Agreements) within twelve months following a Change in Control of the Company (as defined in the Severance Agreement), the NEO shall be entitled to receive all of the benefits described above, except that the cash severance payment will be equal to eighteen months of the NEO’s base salary for all NEOs except our Chief Executive Officer who will receive a lump sum cash payment not to exceed 299% of the Chief Executive Officer’s “base amount” (as defined in Section 280(G) of the Internal Revenue Code of 1986).

Our change in control compensation is designed to be a retention component of total executive compensation. The program was determined based on the review and analysis by the Compensation Committee and Radford Surveys and Consulting described above, and was designed to provide a market competitive total compensation and retention program for our NEO team that also accounts for the change in control risk associated with a micro-cap public company.

The Company’s NEOs and certain other executives are eligible for certain limited perquisites. These include 401K participation, car allowances, health insurance partially paid for by the Company, employee tuition discounts, life insurance and short term disability insurance which are offered to be competitive with other companies in the education market and to continue to attract and retain highly qualified executive talent.

Accounting and Tax Considerations

Under SFAS No. 123R, we are required to value unvested stock options granted prior to our adoption of SFAS No. 123R under the fair value method and expense those amounts in the income statement over the stock option’s remaining vesting period.

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When required, we have structured our compensation program to comply with Internal Revenue Code Sections 162(m) and 409A (or to fall within an exception to the rules of Section 409A). Under Section 162(m) of the Internal Revenue Code, a limitation was placed on tax deductions of any publicly-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance based.

Section 409A is a recent addition to the Internal Revenue Code which substantially revises the deferral, distribution and other rules for tax-effective “nonqualified deferred compensation plans” and arrangements, as defined in that Section. For example (and without limitation), payments from a nonqualified deferred compensation plan subject to Section 409A which are triggered by termination of employment must be delayed for six months following termination for executives who are classified as “key employees” under IRS rules. Certain arrangements, such as stock option plans, incentive compensation plans and severance arrangements may or may not be subject to Section 409A depending on how they are designed and administered.

If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk or forfeiture. In such case, the individual is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income. The Company does not have any individuals with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax deduction limit.

Summary Compensation Table

The following table includes information concerning compensation for the two fiscal years ended June 27, 2009 and June 28, 2008, respectively, in reference to the five members of our Executive Team, our Named Executive Officers (“NEOs”), which includes required disclosure related to our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers of the Company other than the Chief Executive Officer and Chief Financial Officer.

		Salary ($) (1)	Bonus ($)	Stock Awards ($)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (3)	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($) (4)	Total ($)
George H. Bernstein,	2009	373,000	—	—	244,300	—	—	28,227	645,527
President and CEO	2008	368,961	—	—	155,400	261,100	—	77,886	863,347
Thomas Frank,	2009	258,000	—	—	146,600	—	—	20,135	424,735
Senior Vice President and CFO	2008	255,846	—	—	77,700	90,300	—	49,311	473,157
Patricia B. Miller,	2009	230,000	—	—	146,600	—	—	17,661	394,261
Senior Vice President and COO	2008	228,249	—	—	77,700	80,500	—	47,439	433,888
G. Lee Bohs,	2009	245,000	—	—	146,600	—	—	18,441	410,041
Senior Vice President—Corporate Development	2008	243,115	—	—	77,700	85,750	—	47,421	453,986
Jeanne Marie Welsko,	2009	156,000	—	—	124,600	—	—	13,961	294,561
Senior Vice President—Human Resources	2008	153,576	—	—	53,280	54,600	—	34,557	296,013
Dr. Susan W. Race	2009	112,500	—	—	96,900	25,000	—	12,230	246,630
Senior Vice President—Education	2008	n.a.	n.a.	n.a.	n.a.	n.a.	n.a.	n.a.	n.a.

(1) Salaries include amounts deferred by the NEO under the Company’s 401(k) plan. Salary for Dr. Susan W. Race is for a partial year as her start date was September 15, 2008. Fiscal 2009 salaries were frozen at Fiscal 2008 levels. The

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apparent salary increase is a result of the fact that annual increases for NEOs start on or about October 1, so that Fiscal 2008 amounts reflect approximately nine months of the Fiscal 2008 approved salary whereas Fiscal 2009 reflects the entire Fiscal 2008 salary.

(2) Amounts shown reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended June 27, 2009 and June 28, 2008 in accordance with SFAS 123R and accordingly include the expense of awards granted Fiscal 2009 and Fiscal 2008, respectively. Assumptions used in the calculation of these amounts are included in Note 17 of the Company’s Consolidated Financial Statements for the year ended June 27, 2009, included in the Company’s Form 10-K filed with the SEC on September 9, 2009.

(3) Represents amounts earned under the Company’s short term incentive compensation plan, which is discussed on pages 21 through 22 of this Proxy Statement. The amounts disclosed were earned for Fiscal 2009 and Fiscal 2008 Company performance against targets developed by the Compensation Committee and approved by the non-employee Board of Directors and discussed on pages 21 through 22 of this Proxy Statement. Incentive compensation earned during Fiscal 2008 was paid during the first quarter of Fiscal 2009.

(4) Includes Company contributions to Deferred Compensation Plan, 401(k) plan and car allowance. For Fiscal 2009 and Fiscal 2008, the Company fully accrued and partially made the following discretionary contributions into the Deferred Compensation Plan on behalf of the NEOs:

	Fiscal
	2009		2008
George H. Bernstein, President and CEO	$	18,876	$	65,538
Thomas Frank, Senior Vice President and CFO		13,061		41,991
Patricia B. Miller, Senior Vice President and COO		11,661		37,641
G. Lee Bohs, Senior Vice President—Corporate Development		12,411		38,530
Jean Marie Welsko, Senior Vice President—Human Resources		7,961		25,115
Dr. Susan W. Race, Senior Vice President—Education		11,630		n.a.

Employment and Severance Agreements with NEOs

Employment Agreement with George H. Bernstein

Effective August 27, 2008, the Company entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”) with George Bernstein, the Company’s Chief Executive Officer. The Employment Agreement was amended principally to consolidate the prior employment agreement and severance agreement entered into by Mr. Bernstein and the Company on April 12, 2007 and to reflect certain changes to comply with Section 409A of the Internal Revenue Code. The Employment Agreement does not otherwise change the terms set forth in the prior employment and severance agreements.

Under the Employment Agreement, Mr. Bernstein receives $373,000 per year as base salary with the potential for annual adjustments. Mr. Bernstein is also entitled to participate in the annual incentive compensation plan with a target annual bonus of 100% of Mr. Bernstein’s base salary, with no upper limit. Mr. Bernstein continues to be entitled to an annual car allowance, four weeks of vacation per year and other customary benefits. The Employment Agreement provides for an automatic renewal each fiscal year unless the Board of Directors acts to terminate such agreement.

In the event that the Employment Agreement is terminated by the Company during the employment period without cause, the Employment Agreement is not renewed by the Company upon expiration, or, the Employment Agreement is terminated by Mr. Bernstein for good reason (as defined in the Employment Agreement), the Company will be obligated to pay Mr. Bernstein any bonus that had been earned but unpaid to the date of termination and shall be obligated to continue to pay his base salary and provide certain customary benefits for twelve months following the date of termination.

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If, within one year following a change in control of the Company (as defined in the Employment Agreement), the Company terminates Mr. Bernstein’s employment without Cause (as defined in the Employment Agreement) or if Mr. Bernstein resigns for good reason, Mr. Bernstein will receive a lump sum payment equal to three times his then-current base salary and a pro rata portion of the bonus award. In addition, the Company will provide Mr. Bernstein certain customary benefits for 36 months following the date of termination, subject to applicable limitations of Section 409A of the Internal Revenue Code.

In the event that any payment under the Employment Agreement would exceed 299% of the “base amount” (as defined in Section 280G of the Internal Revenue Code), the amount of the payment shall be reduced to the extent necessary so that payment equals exactly 299% of Mr. Bernstein’s “base amount;” provided, however, that in the event any such payment under the Employment Agreement other than his salary, bonus and benefits payments, after taking any reduction into account, would be subject to an excise tax, then Mr. Bernstein will be entitled to receive a gross-up payment.

Severance Agreements

Effective September 19, 2008, the Company entered into first amendments to its severance agreements (as amended, the “Severance Agreements”) with Thomas Frank, Senior Vice President and Chief Financial Officer, Patricia B. Miller, Senior Vice President and Chief Operating Officer, Jeanne Marie Welsko, Senior Vice President—Human Resources, and G. Lee Bohs, Senior Vice President, Corporate Development and Secretary (the “Executives”). The amendments were designed to correct drafting errors which unintentionally limited the benefits provided to the executives upon a change of control of the Company. The amendments reflect the terms that had been approved by the Board of Directors at the time of the initial execution of the agreements during Fiscal 2007. Additionally, upon her hiring, the Company entered into a severance agreement with Dr. Susan Race, Senior Vice President of Education.

The Severance Agreements provide that if the Executive is terminated by the Company without cause (as defined in the Severance Agreements) the executive will be entitled to receive, in a lump sum payment, any accrued but unpaid vacation, a pro rata portion of Executive’s annual bonus, and a cash severance payment. Mr. Frank, Mr. Bohs, and Ms. Miller are entitled to receive a cash severance payment equal to twelve months of his or her base salary; Ms. Welsko and Dr. Race shall be entitled to receive a cash severance payment equal to nine months of their base salary. In addition, the Company is obligated continue to provide certain customary benefits to the Executives for twelve months in the case of Mr. Frank, Mr. Bohs and Ms. Miller and nine months in the case of Ms. Welsko and Dr. Race.

If the Executive is terminated by the Company without Cause or if the Executive terminates his or her employment for Good Reason (as defined in the Severance Agreements) within twelve months following a Change in Control of the Company (as defined in the Severance Agreement), the Executive will be entitled to receive all of the benefits described above, except that the cash severance payment will be equal to eighteen months of the Executive’s base salary.

In order for the Executives to receive any of the payments described above, the Executive must agree (i) to enter into a Waiver and Release with the Company; and (ii) not to compete with the Company for a period following the Executive’s termination of employment. Mr. Bernstein may not compete with the Company for two years following his termination. If the terminations occur in connection with a change in control, Mr. Frank, Ms. Miller and Mr. Bohs may not compete with the Company for eighteen months and Ms. Welsko and Dr. Race may not compete with the Company for twelve months. If the terminations are not in connection with a change in control, Mr. Frank, Ms. Miller and Mr. Bohs may not compete with the Company for twelve months and Ms. Welsko and Dr. Race may not compete with the Company for nine months.

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Potential Payments Upon Termination or Change in Control

The information in the table below describes and quantifies compensation that would become payable under existing arrangements in the event of termination of such NEO’s employment (i) by the Company without cause or by the NEO with good reason and such termination is not within twelve months following a change in control; and (ii) by the Company without cause or by the NEO with good reason and such termination is within twelve months after a change in control. The amounts shown assume that such termination, or, where applicable, change in control, was effective as of June 27, 2009, and thus include amounts earned through such time, such as Annual Incentive Plan Awards and are estimates of the amounts that would be paid to the NEOs upon their termination. The actual amounts to be paid can only be determined at the time of such NEO’s separation from the Company.

	Termination without Cause or with Good Reason—No Change of Control						Termination without Cause or with Good Reason—Change of Control
Name and Principal Position	Severance Payment (1)(2)		Continuation of Insurance Benefit (1)(2)(3)		Total		Severance Payment (1)(4)		Continuation of Insurance Benefit (1)(5)		Accelerated Vesting of Company Contribution in Deferred Compensation Plan (6)		Accelerated Vesting of Stock Options (7)		Accelerated Vesting of Stock Awards		Total
George H. Bernstein, President and CEO	$	373,000	$	18,261	$	391,261	$	1,679,000	$	54,783	$	69,216	$	12,319	$	—	$	1,815,318
Thomas Frank, Senior Vice President and CFO		258,000		17,892	$	275,892		387,000		26,838		53,715		6,600		—		474,153
Patricia B. Miller, Senior Vice President and COO		230,000		13,206	$	243,206		345,000		19,809		40,357		6,600		—		411,766
G. Lee Bohs, Senior Vice President—Corporate Development		245,000		17,929	$	262,929		367,500		26,894		43,131		3,300		—		440,825
Jeanne Marie Welsko, Senior Vice President—Human Resources		117,000		13,363	$	130,363		234,000		26,726		31,176		3,960		—		295,862
Dr. Susan W. Race, Senior Vice President—Education		137,500		8,949	$	146,449		250,000		17,898		7,735		—		—		275,633

(1) Represents a payment pursuant to the NEOs’ severance agreements and Mr. Bernstein’s employment agreement. For a detailed description of the severance and employment agreements, including the impact of termination and change in control, see “Employment and Severance Agreements with NEOs” above.

(2) Includes lump sum payment of one year of base salary for all NEOs with the exception of Ms. Welsko and Dr. Race, who would receive 75% of one year base salary. Instead of a lump sum payment, Mr. Bernstein will continue to receive his salary for one year. Also includes a lump sum annual bonus payment prorated based upon termination date for each of the NEOs. For purposes of this table, incentive payments were not prorated because the termination is assumed to have occurred on June 27, 2009.

(3) Represents continuation of life, health, disability, and certain other benefits for each of the NEOs for twelve months following termination, except for Ms. Welsko and Dr. Race, who would receive such benefits for nine months.

(4) Represents, for Mr. Bernstein, payment equal to 299% of Mr. Bernstein’s “base amount” as defined in Section 280G of the Internal Revenue Code of 1986. For all other NEOs represents a lump sum payment equal to 150% of annual base salary and a lump sum annual bonus payment prorated based upon termination date for each of the NEOs. For purposes of this table, incentive payments were not prorated because the termination is assumed to have occurred on June 27, 2009.

(5) Represents continuation of life, health, disability, and certain other benefits for each of the NEOs for eighteen months following termination, except for Mr. Bernstein, whose benefits would continue for thirty-six months.

(6) Company contributions to the deferred compensation plan are subject to a five year cliff vesting period. However, Company contributions will become fully vested upon change of control. Acceleration of unvested Company contributions to the Deferred Compensation Plan is not predicated on termination of employment. Acceleration occurs immediately upon a change in control. In addition, each NEO’s unvested Company contributions to the Deferred Compensation Plan would also immediately vest in full if the NEO’s employment was terminated as a result of retirement, death or disability. For a detailed description of the Deferred Compensation Plan, including the impact of termination and change in control, see “Nonqualified Deferred Compensation” below.

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(7) Pursuant to the terms of the Company’s 1995 Stock Plan and 2004 Omnibus Incentive Equity Compensation Plan, stock options granted under such plans vest immediately upon a change in control. Amounts represent the difference between the exercise price of each NEO’s unvested options and the closing price of the Common Stock on June 26, 2009. Acceleration of vesting of unvested stock options is not predicated on termination of employment. Acceleration occurs immediately upon a change in control.

Accrued Pay and Regular Retirement Benefits. In addition to the benefits described above, the NEOs are also entitled to certain payments and benefits upon termination of employment that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

• accrued salary and vacation pay;

• life insurance benefits; and

• distributions of plan balances under the Company’s 401(k) plan.

Other than items described above and payments and benefits provided on a non-discriminatory basis to salaried employees generally and the change of control context, the Compensation Committee or the Board of Directors may authorize additional severance benefits, although they are not obligated to do so.

Grants of Plan-Based Awards

The following table sets forth certain information with respect to the equity and other plan based awards granted during the fiscal year ended June 27, 2009 to each of our NEOs:

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			All Other Options Awards: Number of Securities Underlying Options (#) (2)	Exercise or Base Price of Option Awards ($/sh) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Name and Principal Position	Grant Date	Minimum ($)	Threshold ($)	Target ($)
George H. Bernstein,	September 12, 2008	—	—	—	50,000	15.27	155,400
President and CEO	N/A	—	186,500	373,000	—	—	—
Thomas Frank,	September 12, 2008	—	—	—	30,000	15.27	77,700
Senior Vice President and CFO	N/A	—	64,500	129,000	—	—	—
Patricia B. Miller,	September 12, 2008	—	—	—	30,000	15.27	77,700
Senior Vice President and COO	N/A	—	57,500	115,000	—	—	—
G. Lee Bohs,	September 12, 2008	—	—	—	30,000	15.27	77,700
Senior Vice President—Corporate Development	N/A	—	61,250	122,500	—	—	—
Jeanne Marie Welsko,	September 12, 2008	—	—	—	25,500	15.27	53,280
Senior Vice President—Human Resources	N/A	—	39,000	78,000	—	—	—
Dr. Susan W. Race	September 15, 2008	—	—	—	20,000	15.13	53,280
Senior Vice President—Education	N/A	—	37,500	75,000	—	—	—

(1) The amounts shown represent awards under the Company’s short-term incentive compensation plan. If threshold target revenue or earnings per share performance goals are met, threshold awards equal to 50% of target amounts were payable. There was no maximum amount. The short-term incentive awards for Fiscal 2009 are described in detail in the Compensation Discussion and Analysis.

(2) Options vest over three years: 33-1/3% on the first anniversary, 33-1/3% on the second anniversary and 33-1/3% on the third anniversary.

(3) Pursuant to the terms of the 2004 Incentive Equity Compensation Plan, the exercise price of each stock option is equal to the average of the high and low price of the Common Stock on the day prior to the date of grant.

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Outstanding Equity Awards Value at Fiscal Year-End

The following table includes certain information with respect to outstanding equity awards at June 27, 2009. The number of options held at June 27, 2009 includes options granted under the 1995 and 2004 Omnibus Equity Incentive Plans:

	Option Awards						Stock Awards
Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price		Option Grant Date (1)	Option Expiration Date	Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
George H. Bernstein,	100,000	—	$	4.75	7/28/2003	7/27/2013	—	—
President and CEO	25,000	—		7.25	11/16/2004	11/15/2014	—	—
	27,000	—		9.32	9/30/2005	9/29/2015	—	—
	18,667	9,333		10.07	9/26/2006	9/25/2016	—	—
	11,667	23,333		14.73	9/14/2007	9/13/2014	—	—
	—	50,000		15.27	9/12/2008	9/11/2015	—	—
Thomas Frank,	50,000	—	$	5.65	1/7/2004	1/6/2014	—	—
Senior Vice President	8,000	—		7.25	11/16/2004	11/15/2014	—	—
and CFO	14,000	—		9.32	9/30/2005	9/29/2015	—	—
	10,000	5,000		10.07	9/26/2006	9/25/2016	—	—
	5,834	11,666		14.73	9/14/2007	9/13/2014	—	—
	—	30,000		15.27	9/12/2008	9/11/2015	—	—
Patricia B. Miller,	55,000	—	$	5.63	1/12/2004	1/11/2014	—	—
Senior Vice President	8,000	—		7.25	11/16/2004	11/15/2014	—	—
and COO	14,000	—		9.32	9/30/2005	9/29/2015	—	—
	10,000	5,000		10.07	9/26/2006	9/25/2016	—	—
	5,834	11,666		14.73	9/14/2007	9/13/2014	—	—
	—	30,000		15.27	9/12/2008	9/11/2015	—	—
G. Lee Bohs,	50,000	—	$	10.18	5/22/2006	5/21/2016	—	—
Senior Vice President—	5,000	2,500		10.07	9/26/2006	9/25/2016	—	—
Corporate Development	5,834	11,666		14.73	9/14/2007	9/13/2014	—	—
	—	30,000		15.27	9/12/2008	9/11/2015	—	—
Jeanne Marie Welsko,	7,500	—	$	5.28	9/17/2003	9/16/2013	—	—
Senior Vice President—	7,500	—		7.25	11/16/2004	11/15/2014	—	—
Human Resources	8,000	—		9.32	9/30/2005	9/29/2015	—	—
	6,000	3,000		10.07	9/26/2006	9/25/2016	—	—
	4,000	8,000		14.73	9/14/2007	9/13/2014	—	—
	—	25,500		15.27	9/12/2008	9/11/2015	—	—
Dr. Susan W. Race,	—	20,000	$	15.13	9/15/2008	9/14/2015	—	—
Senior Vice President—
Education

(1) Options vest over three years: 33-1/3% on the first anniversary, 33-1/3% on the second anniversary and 33-1/3% on the third anniversary.

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans by type as of June 27, 2009:

Plan Category	Options Outstanding	Weighted Average Exercise Price		Options Available for Future Issuance
Approved by security holders	1,154,000	$	10.28	598,000
Not approved by security holders	—		—	—
Total	1,154,000	$	10.28	598,000

Nonqualified Deferred Compensation

During Fiscal 2007, the Company adopted the Nobel Learning Communities, Inc. Executive Nonqualified Excess Plan (the “Plan”). The Deferred Compensation Plan is a nonqualified deferred compensation plan that is intended to comply with the provisions of Section 409A of the Internal Revenue Code. The Plan is maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated individuals under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974. For tax purposes, the Plan qualifies as a Rabbi Trust as the assets of the trust are available to satisfy the claims of general creditors in the event of bankruptcy of the employer. The Deferred Compensation Plan is informally financed with the assets of a corporate owned life insurance policy (COLI).

Under the Plan, employees of the Company that the Company determines as eligible (“Eligible Employees”) have the opportunity to elect, consistent with Section 409A election timing rules, to defer a portion of their base salary, service bonus or other performance based compensation (“Compensation”) to be received from the Company. All of the NEOs are Eligible Employees. Eligible Employees are permitted to defer up to 100% of their Compensation (after required payroll withholdings and deductions). Deferred amounts, along with any contributions of the Company, will be credited to an account maintained on the books and records of the Company in the name of the participant.

The Company may make discretionary and profit sharing contributions to participants’ accounts in an amount to be determined each plan year. Any contribution will be made in the sole and absolute discretion of the Company, and to such participants or group(s) or category(ies) of participants as shall be determined in the sole discretion of the administrator of the Plan.

Participants who are eligible to receive profit sharing credits will fully vest in any profit sharing contribution after five (5) years of eligibility. For current employees eligible to receive profit sharing credits, such vesting began on July 1, 2006; for newly hired or promoted employees, such vesting will begin on the effective date of the first profit sharing contribution for which the newly hired or promoted employee is eligible.

To the extent not yet vested, if a participant’s employment with the Company terminates due to retirement, disability, death, or upon a change in control, the participant will be fully vested in any Company contributions on their behalf. If a participant’s employment with the Company terminates for any other reason, unvested Company contributions will be forfeited.

Participant deferrals are credited, at the election of the participant, to a retirement account, an in-service account or an education funding account. Generally speaking, participants choose the accounts and form of payment at the time they enroll in the Plan. Amounts credited to the retirement account will be paid in either a lump sum or in annual installments up to ten years following termination of employment consistent with Section 409A election and payment timing limitations. Amounts credited to in-service accounts or education funding accounts will be paid in either a lump sum or in annual installments up to five years. The distribution date for the in-service and education funding accounts is based upon a future date specified by the participant in

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the participant’s deferral agreement entered into before the period of service to which the deferrals relate. Participants may elect at the time of deferral to receive a lump sum distribution upon a change of control of the Company. In the event of death or disability, the amounts credited will be paid in a lump sum amount.

The Deferred Compensation Plan allows the participants to elect certain reference investments in which to invest their deferred compensation. Reference investments may or may not actually be held by the Deferred Compensation Plan or set aside by the Company. If reference investments are held by the Deferred Compensation Plan, they are subject to the prior claims of the Company’s general creditors.

The following table includes information with respect to the funds and rate of return in Fiscal 2009 for the reference investments of the Deferred Compensation Plan:

Investment Advisor	Investment Option	Rate of Return July 1, 2008 through June 30, 2009
Large U.S. Equity:
	Large Value
Franklin Templeton Investments	Franklin Mutual Shares Division 4, 7	(23.25)%
	Russell 1000 Value Index	(29.03)
	Morningstar Category Average—Large Value	(26.60)
	Large Blend
Neuberger Berman Mgmt. Inc.	Neuberger Berman AMT Guardian Division	(25.60)
Vanguard Group	Vanguard VIF Equity Index Division 2, 9	(26.09)
	Standard & Poor’s 500 Index	(26.21)
	Morningstar Category Average—Large Blend	(26.41)
	Large Growth
Fidelity Management & Research	Fidelity VIP Contrafund Division 4, 7	(29.02)
	Russell 1000 Growth Index	(24.50)
	Morningstar Category Average—Large Growth	(27.13)
Small/Mid U.S. Equity:
	Mid Cap Value
Jacobs Levy Equity Management	MidCap Value II Division 1, 42, 48	(38.22)
	Russell Midcap Value Index	(30.52)
	Morningstar Category Average—Mid Cap Value	(26.25)
	Mid Cap Blend
Vanguard Group	Vanguard VIF Mid Cap Index Division 1, 2, 10	(31.56)
	Russell Midcap Index	(30.36)
	Morningstar Category Average—Mid Cap Blend	(28.13)
	Mid Cap Growth
Janus	Janus Aspen Enterprise Division 1, 7	(32.01)
	Russell Midcap Growth Index	(30.33)
	Morningstar Category Average—Mid Cap Growth	(30.56)
	Small Value
Franklin Templeton Investments	Franklin Small Cap Value Securities Division 1, 7	(27.98)
	Russell 2000 Value Index	(25.24)
	Morningstar Category Average—Small Value	(23.55)
	Small Blend
JP Morgan Investment Mgmt Inc.	JP Morgan Small Cap Core Division 1	(26.64)
	Russell 2000 Index	(25.01)
	Morningstar Category Average—Small Blend	(25.97)

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Investment Advisor	Investment Option	Rate of Return July 1, 2008 through June 30, 2009
	Real Estate
Principal Real Estate Inv	Real Estate Securities Division 6	(38.63)
	MSCI US REIT Index	(43.74)
	Morningstar Category Average—Real Estate	(43.13)
International Equity:
	Foreign Large Blend
Principal Global Investors	Diversified International Division 4	(38.58)
	MSCI ACWI Ex US Index	(30.92)
	Morningstar Category Average—Foreign Large Blend	(32.42)
	World Stock
Franklin Templeton Investments	Franklin Mutual Global Discovery Securities Division 4, 7	(13.21)
	MSCI World NDTR D Index	(29.50)
	Morningstar Category Average—World Stock	(28.39)
Balanced/Asset Allocation:
	Moderate Allocation
Vanguard Group	Vanguard VIF Balanced Division 20, 32	(13.67)
	Dow Jones U.S. Moderate Portfolio Index	(13.42)
	Morningstar Category Average—Moderate Allocation	(17.77)
	Retirement Income
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime Strategic Income Division 20, 21, 32, 49, 50	(15.36)
	Principal LifeTime Strategic Income Blended Index	(2.82)
	Morningstar Category Average—Retirement Income	(9.79)
	Target Date 2000-2010
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime 2010 Division 20, 21, 32, 49, 50	(21.15)
	Principal LifeTime 2010 Blended Index	(13.54)
	Morningstar Category Average—Target Date 2000-2010	(15.12)
	Target Date 2016-2020
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime 2020 Division 20, 21, 32, 49, 50	(24.07)
	Principal LifeTime 2020 Blended Index	(18.16)
	Morningstar Category Average—Target Date 2016-2020	(19.24)
	Target Date 2026-2030
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime 2030 Division 20, 21, 32, 49, 50	(26.32)
	Principal LifeTime 2030 Blended Index	(21.25)
	Morningstar Category Average—Target Date 2026-2030	(24.17)
	Target Date 2036-2040
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime 2040 Division 20, 21, 32, 49, 50	(27.84)
	Principal LifeTime 2040 Blended Index	(23.49)
	Morningstar Category Average—Target Date 2036-2040	(26.02)
	Target Date 2050+
Prin Mgmt Corp/Prin Global Inv	Principal LifeTime 2050 Division 20, 21, 32, 49, 50	(28.68)
	Principal LifeTime 2050 Blended Index	(24.71)
	Morningstar Category Average—Target Date 2050+	(26.49)

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Investment Advisor	Investment Option	Rate of Return July 1, 2008 through June 30, 2009
Short-Term Fixed Income:
	Money Market
Principal Global Investors	Money Market Division	1.31
	7-Day Simple Yield as of 06/30/2009 is 0.1051	—
	Barclays Capital Treasury Bellwethers 3 Month Index	1.04
	Morningstar Category Average—Money Market:	1.04
Fixed Income:
	Intermediate-Term Bond
JP Morgan Investment Mgmt Inc.	JP Morgan Core Bond Division 31	1.73
	Barclays Capital Aggregate Bond Index	6.05
	Morningstar Category Average—Intermediate-Term Bond	1.64

The following table includes information with respect to the NEOs who participate in the Deferred Compensation Plan:

	Executive Contributions in Fiscal 2009 ($) (1)		Company Contributions in Fiscal 2009 ($) (2)	Aggregate Earnings Fiscal 2009 ($) (3)			Aggregate Balance at June 27, 2009
George H. Bernstein,	$	103,415	18,876	$	(96,871	)	$	264,938
President and CEO
Thomas Frank,		22,020	13,061		(23,759	)		107,481
Senior Vice President and CFO
Patricia B. Miller,		69,749	11,661		(64,088	)		152,960
Senior Vice President and COO
G. Lee Bohs,		14,222	12,411		(25,579	)		72,174
Senior Vice President—Corporate Development
Jeanne Marie Welsko,		4,350	7,961		(9,987	)		43,883
Senior Vice President—Human Resources
Dr. Susan W. Race,		—	11,630		5			11,635
Senior Vice President—Education

(1) The entire contribution is included in the NEOs’ salary for Fiscal 2009, as reported in the Summary Compensation Table.

(2) The entire contribution is included in the NEOs’ other compensation for Fiscal 2009, as reported in the Summary Compensation Table.

(3) Amounts are not included in the Summary Compensation Table because they are not above market.

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REPORT OF THE COMPENSATION COMMITTEE

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

We have reviewed and discussed with management the Compensation Discussion and Analysis of this proxy statement (the “Compensation Discussion and Analysis”). Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for the 2009 Annual Meeting of Stockholders.

Compensation Committee

David Warnock (Chairman)

Peter Havens

Richard Pinola

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REPORT OF THE AUDIT COMMITTEE

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

Membership and Role of the Audit Committee

In Fiscal 2009, the Audit Committee was comprised of four outside directors, Messrs. Havens (Chairman), Beale, Rosenthal and Dr. Crane, appointed by the Board of Directors. The Audit Committee is governed by a written charter adopted and approved by the Board of Directors. The Audit Committee reviews its charter annually.

Review of the Company’s Audited Financial Statements for Fiscal 2009

The Audit Committee has reviewed and discussed the audited financial statements of the Company for Fiscal 2009 with the Company’s management. The Audit Committee has discussed with Grant Thornton, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards).

The Audit Committee has also received the written disclosures and the letter from Grant Thornton relating to their independence as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee has discussed with Grant Thornton the independence of that firm.

Based on the Audit Committee’s reviews and discussions noted above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for Fiscal 2009.

AUDIT COMMITTEE

Mr. Peter H. Havens (Chairman)

Mr. David Beale

Dr. Terry Crane

Mr. Michael J. Rosenthal

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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10% of Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock. Executive officers, directors and 10% stockholders are required by SEC regulations to furnish the Company with a copy of all Section 16(a) forms (“Forms 3, 4, and 5”) that they file. To the Company’s knowledge, based solely on a review of copies of the Forms 3, 4 and 5, as previously furnished to the Company, or written representations from certain reporting persons as to all transactions in the Company’s securities effected by such persons during the period from June 28, 2008 through June 27, 2009, all officers, directors and beneficial owners complied with the applicable Section 16(a) filing requirements.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors of the Company adopted its Code of Business Conduct and Ethics (the “Code of Ethics”) on April 19, 2004 and revised the Code of Ethics on June 3, 2004. The provisions of the Code of Ethics apply to all employees of the Company, including the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Vice President of Corporate Development, Senior Vice President of Human Resources, Senior Vice President of Education and other persons performing similar leadership functions throughout the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

To the knowledge of the Company, there are no related transactions among any of the current directors or executive officers of the Company.

Review and Approval of Transactions with Related Persons

The Company’s Policy for the Review, Approval or Ratification of Transactions with Related Persons requires approval or ratification by our Board of Directors for any transaction in which the amount involved exceeds $120,000, the Company or one of its subsidiaries is a participant and any related person has a direct or indirect material interest. The policy and the Company’s Code of Ethics establish procedures for reporting of potential related party transactions under the policy and potential conflicts of interest. The Company counsel determines whether reported transactions constitute a related party transaction requiring pre-approval.

The policy provides that the Board of Directors may delegate review of a related party transaction to the nominating and corporate governance committee (or another standing or ad hoc committee). In addition, in the event that it is impractical to wait until the next Board or committee meeting to obtain approval of a related party transaction, the chair of the nominating and corporate governance committee may approve the transaction, provided that he or she reports such approval at the next regularly scheduled Board meeting. If the transaction at issue relates to a member of the Board of Directors, such Board Member may not participate in the review of such transaction.

If the Company becomes aware of a related party transaction that was not pre-approved under the policy, then the Board of Directors will review the matter and evaluate its options (including ratification, revision and termination of the transaction at issue).

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RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

To the knowledge of the Company, there are no family relationships among any of the current directors or executive officers of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

To the knowledge of the Company, there is one interlocking relationship among members of our Board of Directors. David Warnock is Chairman of the Board of Camden Learning Corporation; Dr. Terry Crane also serves on the Board of Camden Learning Corporation.

GENERAL INFORMATION

Stockholders who wish to obtain, free of charge, a copy of the Company’s Annual Report on Form 10-K for Fiscal 2009, as filed with the SEC, may do so by writing or calling G. Lee Bohs, Secretary, Nobel Learning Communities, Inc., 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223, telephone (484) 947-2000 or by sending an electronic mail message to lee.bohs@nlcinc.com.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if you wish to submit a proposal for inclusion in the Company’s proxy statement for our 2010 Annual Meeting of Stockholders, you must deliver the proposal in writing to our Secretary at our principal executive offices at 1615 West Chester Pike, Suite 200, West Chester, PA 19382-6223, no later than May 27, 2010. Pursuant to the terms of our amended and restated certificate of incorporation, any stockholder who wishes to present a proposal from the floor of the 2010 Annual Meeting must notify our Secretary in writing of the proposal not later than the close of business on August 20, 2010 (or, if the date of the annual meeting is changed by more than twenty (20) days from November 4, 2010, not later than ten (10) days after the date the Company first mails to its stockholders notice of the date of the annual meeting). The notice must also include the other information specified in our amended and restated certificate of incorporation and our amended and restated bylaws. Any stockholder who wishes to introduce a proposal should consult our amended and restated certificate of incorporation, amended and restated bylaws and applicable proxy rules of the Securities and Exchange Commission.

The Company’s amended and restated certificate of incorporation requires that any stockholder who wishes to make a nomination for the office of director at the 2010 Annual Meeting of Stockholders give the Company advance notice by August 20, 2010 (or, if the date of the annual meeting is changed by more than twenty (20) days from November 4, 2010, not later than ten (10) days after the date the Company first mails to its stockholders notice of the date of the annual meeting). The notice must include the other information specified in our amended and restated certificate of incorporation and our amended and restated bylaws. Any stockholder who wished to make a nomination for the office of director should consult our amended and restated certificate of incorporation, amended and restated bylaws and applicable proxy rules of the Securities and Exchange Commission.

By Order of the Board of Directors

G. Lee Bohs

Secretary

September 24, 2009

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PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

NOBEL LEARNING COMMUNITIES, INC.

The undersigned hereby appoints G. Lee Bohs and William E. Bailey proxies for the undersigned, each with power to appoint his or her substitute, and authorizes each of them acting alone, or together if more than one is present, to represent and to vote, as specified below, all of the shares of the undersigned held of record by the undersigned on September 9, 2009, at the Annual Meeting of Stockholders of Nobel Learning Communities, Inc. (the “Company”) on November 4, 2009, and at all adjournments thereof, on the matters set forth herein and in the discretion of the proxies for the transaction of such other business as may come before the meeting.

Your name should appear exactly as your name appears in the space at the left. For joint accounts, any co-owner may sign. When signing in a fiduciary or representative capacity, please give your full title as such. If a corporation or partnership, sign in full corporate or partnership name by authorized officer or partner.

Date:___________________________________, 2009

(OVER)

1. ELECTION OF FOUR DIRECTORS TO SERVE FOR A THREE-YEAR TERM (UNTIL THE ANNUAL MEETING OF STOCKHOLDERS FOR FISCAL YEAR 2012).

¨	FOR all nominees listed below	¨	WITHHOLD AUTHORITY to vote for
	(except as marked to the contrary below):		all nominees listed below
	Richard J. Pinola                    Peter H. Havens	Ralph Smith                    David L. Warnock
	INSTRUCTION: To withhold authority to vote for any individual nominee, print that nominee’s name in the following space:
	_______________________________________________________________________________________________

2. RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010.

                                         ¨ FOR                                        ¨ AGAINST                                         ¨ ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF EACH NOMINEE AND “FOR” RATIFICATION OF THE SELECTION OF GRANT THORNTON, LLP AS THE COMPANY’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE COMPANY’S 2010 FISCAL YEAR. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE.